CHARTER  AND  BY-LAWS 

OF  THE 

Baltimore  and  North  Carolina  ! 

4 

COPPER  AND  GOLD 

MINING  COMPANY, 

(Formerly  the  Rhea  Mine  ) 

IN  THE  COUNTY  OF  MECKLENBURG, 

NORTH  CAROLINA. 


BALTIMORE : 

HAMILTON  &  CO.,  STEAM  BOOK  AND  JOB  PRINTERS, 
207  West  Baltimore  Street. 
1883. 


CHARTER  AND  BY-LAWS 


OF  THE 


Baltimore  and  North  Carolina 


COPPER  AND  GOLD 


MINING  COMPANY, 


(Formerly  the  Rhea  Mine  ) 


IN  THE  COUNTY  OF  MECKLENBURG, 


NORTH  CAROLINA. 


BALTIMORE : 

HAMILTON  &  CO.,  STEAM  BOOK  AND  JOB  PRINTERS, 

207  West  Baltimore  Street. 
188& 


I 


CHARTER 

 OF  

a\to.  and  Jiovtlt  (CavoUna  Copper  and  fliolfi 
MINING  COMPANY, 

[By  the  State  of  North  Carolina.] 


An  Act  to  incorporate  the  BAL TIMORE  AND  NOR TH  CAROLINA 
COPPER  AND  GOLD  MINING  COMPANY. 


Sec.  I. — Be  it  enacted  by  the  General  Assembly  of  the  State  of 
North  Carolina,  and  it  is  hereby  enacted  by  the  authority  of  the 
same, 

That  Gilmor  Meredith,  Israel  Cohen,  Thomas  C.  Harris,  Sam- 
uel Sutton  Clayton  and  Joseph  Wilkins,  their  associates,  successors 
and  assigns  be,  and  they  are  hereby  constituted  a  body  corporate  by 
the  style  of  the  ''Baltimore  and  North  Carolina  Copper  and  Gold 
Mining  Company"  for  the  purpose  of  working,  mining  and  exploring 
for  Copper,  Gold,  Silver,  and  other  metals,  and  of  working,  mining, 
vending  and  smelting  the  same  ;  and  by  that  name  may  sue  and  be 
sued,  plead  and  be  impleaded,  appear,  prosecute,  and  defend  in  any 
court  of  law  or  equity,  whatsoever,  in  all  suits  and  actions ;  may 
have  a  common  seal  and  the  same  alter  at  pleasure,  and  may  enjoy 
all  the  powers  and  privileges  incident  to  mining  and  smelting  cor- 
porations and  may  purchase,  hold  and  convey  real  and  personal  prop- 
erty or  estate  as  capital  stock  to  the  amount  of  one  million  of  dollars. 

Sec.  II. — Be  it  further  enacted.  That  the  said  corporation  may 
divide  their  capital  stock  into  such  number  of  shares  and  provide  for 
the  sale  and  transfer  thereof  in  such  manner  and  form  as  they  shall 
from  time  to  time  deem  expedient;  may  levy  and  collect  assessments 
and  forfeit  and  sell  delinquent  shares ;  and  may  make  and  enact  such 
by-laws  and  regulations  as  they  may  from  time  to  time  deem  expe- 
dient, not  inconsistent  with  the  laws  of  this  State  and  the  United 
States. 


4 


Sec.  Ill  — Be  it  further  enacted.  That  it  shall  be  lawful  for  the 
affairs  of  the  said  corporation  to  be  managed  by  three  or  more  di- 
rectors, two  of  whom  at  least,  shall  be  citizens  of  North  Carolina, 
who  shall  be  chosen  annually  ;  shall  appoint  a  President  and  Secre- 
tary ;  shall  have  power  to  fill  vacancies  in  their  own  body,  and  shall 
continue  in  office  until  others  are  elected  or  appointed  in  their  stead, 
and  shall  exercise  all  the  powers  which  by  this  act  are  granted  or  j 
conferred. 

Sec.  IV. — Be  it  further  enacted,  That  the  said  corporation 
shall  endure  for  thirty  years  and  this  act  be  in  force  from  its  passage. 

Read  three  times,  and  ratified  in  General  Assembly  this  15th 
day  of  February,  A.  D.  1861. 

")  W.  T.  DORTCH,  S.  H.  C. 
Signed.  > 

)  HENRY  T.  CLARK,  S.  S. 


BY-LAWS. 


ARTICLE  I. 

The  name  and  title  of  this  company  shall  be  the  "Baltimore  and 
North  Carolina  Copper  and  Grold  Mining  Company." 

ARTICLE  IL 

The  Capital  Stock  is  one  million  dollars  ($1,000,000,)  divided 
into  two  hundred  thousand  shares  (200,000,)  the  par  value  of  which 
shall  be  five  dollars  ( $5)  per  share. 

ARTICLEIII. 

The  annual  meeting  of  the  stockholders  for  the  election  of  Di- 
rectors of  the  Company,  shall  be  held  at  the  transfer  office  of  the 
company  in  the  City  of  Baltimore,  on  the  fourth  Monday  of  May  in 
each  and  every  year,  and  the  directors  so  elected  shall  serve  for  one 
year  (unless  sooner  removed.)  or  until  others  shall  be  elected  to  fill 
their  places  at  a  subsequent  stockholders'  meeting. 

ARTICLE  IV. 

Notice  of  the  annual  election  for  Directors  shall  be  published  in 
at  least  two  of  the  daily  papers  of  Baltimore,  and  also  in  a  paper 
published  in  Mecklenburg  county,  North  Carolina,  for  not  less  than 
ten  days  previous  to  said  election,  and  the  transfer  books  shall  be 
closed  for  seven  days,  to  terminate  on  the  day  subsequent  to  that 
on  which  the  said  election  shall  be  holden. 

ARTICLE  V. 

The  officers  of  the  company  shall  consist  of  a  President,  Vice- 
President,  Secretary  and  Treasurer. 

The  Board  of  Directors  shall  consist  of  seven,  two  of  whom 
shall  be  citizens  of  North  Carolina,  who  from  their  number  shall 
elect  a  president  and  vice-president,  and  no  one  shall  be  eligible  as 
a  director  who  is  not  a  stockholder  ;  the  election  of  officers  shall  take 
place  within  two  days  of  the  election  of  directors,  and  they  shall 
hold  office  until  the  next  annual  election,  unless  sooner  removed,  or 
until  their  successors  are  chosen.  If  vacancies  occur  from  any  cause, 
either  in  officers  or  directors,  they  may  be  filled  by  a  majority  of  the 
Board  of  Directors. 

At  all  meetings  of  the  directors,  four  to  constitute  a  quorum. 


6 


ARTICLE  VI. 

Special  meetings  of  the  Stockholders  shall  be  called  by  the 
president  at  any  time  upon  the  request  of  a  majority  of  the  direct- 
ors, or  upon  the  written  request  of  five  or  more  stockholders  repre- 
senting not  less  than  ten  thousand  (10,000)  shares  of  stock,  such 
meetings  to  be  held  after  at  least  five  days  notice  published  in  two 
of  the  leading  daily  papers  of  Baltimore,  and  in  one  paper  published 
in  Mecklenburg  county,  North  Carolina. 

ARTICLE  VII. 

Every  stockholder  of  record,  shall  be  entitled  to  one  vote  for 
each  share  of  stock  held  by  him,  which  may  be  cast  in  person  or  by 
proxy. 

ARTICLE  VIII. 

It  shall  be  the  duty  of  th*  president  to  preside  at  all  meetings 
of  the  stockholders  and  directors,  to  sign  all  documents  and  con- 
tracts authorised  by  the  Board  of  Directors,  and  all  certificates  of 
stock  in  conjunction  with  the  secretary  ;  to  submit  all  bills  for  ap- 
proval to  the  Board  of  Directors,  to  countersign  all  checks,  drafts 
and  orders  drawn  by  the  treasurer. 

He  shall  have  power  to  call  special  meetings  of  the  directors 
and  stockholders  at  any  time  when  he  thinks  the  interest  of  the  com- 
pany require  it,  and  shall  have  general  supervision  over  the  affairs 
of  the  company,  and  perform  all  other  duties  usually  incident  to 
such  office. 

ARTICLE  IX. 

In  the  absence  of  the  president,  the  vice-president  shall  per- 
form his  duties. 

ARTICLE  X. 

It  shall  be  the  duty  of  the  Secretary  to  attend  to  all  meetings 
of  the  stockholders,  to  give  the  requisite  notice  of  the  same,  and  to 
notify  the  officers  and  directors  of  their  election. 

He  shall  keep  a  clear  record  of  all  proceedings,  and  shall  keep 
the  books  of  the  accounts  of  the  company,  make  all  transfers  of 
stock,  and  shall,  with  the  president,  sign  all  documents,  contracts 
and  certificates  of  stock ;  shall  keep  the  seal  of  the  company  and  af- 
fix it  to  all  certificates  of  stock,  and  to  other  necessary  papers,  and 
generally  perform  such  duties  as  usually  appertain  to  his  office  in  a 
corporate  body. 

ARTICLE  XI. 

The  Treasurer  shall  receive  all  monies,  securities  and  valuables 
belonging  to  the  company,  giving  receipts  therefor,  and  place  the 


7 


same  to  the  credit  of  the  company ;  all  monies  received  shall  be  de- 
posited to  the  credit  of  the  company  in  one  of  the  leading  banks  of 
Baltimore,  and  all  payments  shall  be  made  by  checks  signed  by  the 
treasurer  and  countersigned  by  the  president,  and  no  money  shall  be 
paid  out  of  the  treasury  without  the  written  approval  of  a  majority 
of  the  Finance  Committee.  He  shall  pay  all  bills,  and  make  all  dis- 
bursements, when  the  same  are  approved  by  the  Finance  Committee, 
and  shall  render  a  full  and  particular  statement  of  his  cash  accounts 
accompanied  with  the  vouchers  every  three  months,  or  upon  demand 
of  the  Board  of  Director*,  and  shall  perform  such  other  duties  as  per- 
tain to  that  office 

ARTICLE  XII. 
The  Finance  Committee  shall  consist  of  three  directors  to  be 
elected  by  the  Board  of  Directors. 

ARTICLE  XIII. 

The  Manager  at  the  company's  mine  shall  keep  a  strict  account 
of  the  progress  of  the  work  and  report  the  same  in  writing  to  the 
company  at  least  once  a  week. 

ARTICLE  XIV. 

The  Board  of  Directors  shall  hold  regular  meetings  at  the  office 
of  the  company  in  Baltimore  City,  at  least  twice  in  every  month,  and 
may  hold  special  meetings  at  the  call  of  the  president  or  majority  of 
the  directors,  at  such  time  as  may  be  designated,  all  being  notified. 

They  shall  have  authority  to  appoint  all  such  officers  or  agents 
as  the  business  of  the  company  may  require,  or  remove  the  same 
and  fix  their  compensation,  may  declare  dividends  of  profits,  rent  all 
such  property  of  whatever  kind  as  the  business  or  interest  of  the 
company  may  require,  and  they  shall  keep  a  record  of  their  pro- 
ceedings. 

ARTICLE  XV. 
Certificates  of  Shares  shall  be  issued  to  all  stockholders  in 
such  form  as  the  Board  of  Directors  shall  approve,  which  certifi- 
cates shall  be  signed  by  the  president  and  secretary,  numbered  and 
registered  in  a  book  kept  for  that  purpose. 

ARTICLE  XVI 
Transfer  of  Stock  may  be  made  by  the  holder  in  person  or 
by  attorney  duly  appointed  upon  the  surrender  of  the  certificate, 
and  no  person  shall  be  regarded  as  a  stockholder  other  than  those 
whose  names  shall  stand  on  the  books  of  the  company. 


8 


ARTICLE  XVIT. 

No  assessment  shall  be  levied  on  the  stock  except  by  a  three- 
fourth's  vote  of  all  the  stock  represented  at  a  special  meeting  of 
stockholders  called  for  that  purpose,  at  which  not  less  than  one- 
half  of  the  capital  stock  of  the  company  shall  be  represented, 
and  not  less  than  thirty  days  shall  be  given  in  which  to  pay  the 
said  assessment. 

Any  shares  of  the  company's  stock  held  in  the  treasury, 
shall  be  registered  in  the  names  of  two  responsible  parties  as 
trustees,  to  be  selected  by  the  Board  of*Directors,  and  no  stock 
nor  assets  of  the  company  shall  be  sold  or  disposed  of  unless  by 
order  of  the  Board  of  Directors. 

ARTICLE  XVIII. 

These  By-Laws  may  be  altered,  amended  or  repealed  at  a 
called  meeting  of  the  stockholders  for  that  purpose,  after  notice 
be  given  setting  forth  its  objects  at  least  ten  days  before  said 
meeting  ;  a  majority  of  the  stock  present  concurring  therein. 

June  7th,  1883. 


